Miluna Acquisition Corp (NASDAQ: MMTX) and CADV Ventures S.A. (CADV.AI) entered into a definitive business combination agreement on April 27, 2026. The transaction will create a new public company named Kukugan Corp., a Cayman Islands exempted company, and will list its ordinary shares and warrants on a national securities exchange. The deal values CADV.AI at a pre‑money equity price of $300 million, implying a pro‑forma enterprise value of approximately $408 million assuming no shareholder redemptions. CADV.AI shareholders will roll over 100 % of their equity into the new entity, and the parties plan to pursue additional financing of up to $50 million through a PIPE or an equity line of credit.
The combination is structured as an all‑stock transaction, with CADV.AI’s existing management team—led by CEO Shang Ju Lin—continuing to run the combined company. Miluna will issue super‑voting Class B shares with 15 votes per share but minimal economic rights to a designated individual, concentrating control while providing growth capital to CADV.AI. The earnout provision allows CADV.AI shareholders to receive up to 5 million additional ordinary shares if revenue milestones are met in 2027, underscoring the parties’ confidence in the company’s growth trajectory.
CADV.AI, founded in 2017 and headquartered in Warsaw, Poland, specializes in AI‑driven technical support for complex IT systems. In 2024 the company reported a 198.62% increase in net sales revenue, although its net profit margin fell 5.44% that year, reflecting investment in product development and market expansion. CEO Shang Ju Lin said, "This proposed business combination is expected to provide growth capital and is a strong validation of the business we have built. The anticipated proceeds will allow us to accelerate growth, further product development, and pursue strategic acquisitions. As a public company, CADV.AI will be even better positioned to drive innovation and growth in our sector."
Miluna, a SPAC formed in 2025, raised $69 million in its initial public offering in October 2025. The merger is expected to close in the second half of 2026, giving CADV.AI access to public capital markets and providing Miluna shareholders with a growth‑oriented platform. The post‑merger board will include directors from both companies and independent directors, ensuring balanced governance. The transaction represents a strategic alignment that positions the new entity to capitalize on the expanding demand for AI‑enhanced IT support solutions while delivering a clear path to liquidity for Miluna investors.
The deal signals a significant milestone for both companies, combining CADV.AI’s advanced AI platform with Miluna’s SPAC structure to create a publicly traded entity poised for accelerated growth and innovation in the AI‑software sector.
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